SC 13G 1 tm2331039d1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)

REGENXBIO Inc.

(Name of Issuer)

Common Stock, $0.0001 per share

(Title of Class of Securities)

75901B107

(CUSIP Number)

November 9, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	¨	Rule 13d-1(b)

	x	Rule 13d-1(c)

	¨	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 75901B107

1	Name of Reporting Person   Redmile Group, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

number of
shares
beneficially
owned by
each
reporting
person with

Sole Voting Power

Shared Voting Power

4,238,312 ⁽¹⁾

Sole Dispositive Power

Shared Dispositive Power

4,238,312 ⁽¹⁾

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,238,312 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   9.6% ⁽²⁾
12	Type of Reporting Person (See Instructions)   IA, OO

⁽¹⁾Redmile Group, LLC’s beneficial ownership of the Issuer’s common stock (“Common Stock”) is comprised of 4,238,312 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (“Redmile”), which shares of Common Stock may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

⁽²⁾Percentage based on 43,991,980 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the Securities and Exchange Commission on November 8, 2023 (the “Form 10-Q”).

CUSIP No. 75901B107

1	Name of Reporting Person   Jeremy C. Green
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   United Kingdom

number of
shares
beneficially
owned by
each
reporting
person with

Sole Voting Power

Shared Voting Power

4,238,312 ⁽³⁾

Sole Dispositive Power

Shared Dispositive Power

4,238,312 ⁽³⁾

9	Aggregate Amount Beneficially Owned by Each Reporting Person   4,238,312 ⁽³⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   9.6% ⁽⁴⁾
12	Type of Reporting Person (See Instructions)   IN, HC

⁽³⁾Jeremy C. Green’s beneficial ownership of Common Stock is comprised of 4,238,312 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC, which shares of Common Stock may be deemed beneficially owned by Redmile Group, LLC as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

⁽⁴⁾ Percentage based on 43,991,980 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in the Form 10-Q.

CUSIP No. 75901B107

1	Name of Reporting Person   Redmile Biopharma Investments III, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization   Delaware

number of
shares
beneficially
owned by
each
reporting
person with

Sole Voting Power

Shared Voting Power

2,523,397

Sole Dispositive Power

Shared Dispositive Power

2,523,397

9	Aggregate Amount Beneficially Owned by Each Reporting Person   2,523,397
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9)   5.7% ⁽⁵⁾
12	Type of Reporting Person (See Instructions)   PN

⁽⁵⁾ Percentage based on 43,991,980 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in the Form 10-Q.

Item 1.

(a)            Name of Issuer

 REGENXBIO Inc.

(b)            Address of Issuer’s Principal Executive Offices

 9804 Medical Center Drive

 Rockville, MD 20850

Item 2.

(a)             Names of Persons Filing

 Redmile Group, LLC

 Jeremy C. Green

 Redmile Biopharma Investments III, L.P.

(b)            Address of Principal Business office or, if None, Residence

 Redmile Group, LLC

 One Letterman Drive
 Building D, Suite D3-300
 The Presidio of San Francisco
 San Francisco, California 94129

 Jeremy C. Green
 c/o Redmile Group, LLC (NY Office)
 45 W. 27th Street, Floor 11
 New York, NY 10001

 Redmile Biopharma Investments III, L.P.

 c/o Redmile Group, LLC
 One Letterman Drive
 Building D, Suite D3-300
 The Presidio of San Francisco
 San Francisco, California 94129

 Redmile Group, LLC: Delaware
 Jeremy C. Green: United Kingdom

 Redmile Biopharma Investments III, L.P.: Delaware

(d)            Title of Class of Securities

 Common Stock, $0.0001 per share

(e)             CUSIP Number

 75901B107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __________

Item 4.

Ownership.

(a)       Amount beneficially owned:

    Redmile Group, LLC – 4,238,312*
    Jeremy C. Green – 4,238,312*

    Redmile Biopharma Investments III, L.P. – 2,523,397

(b)       Percent of class:

    Redmile Group, LLC – 9.6%**
    Jeremy C. Green – 9.6%**

    Redmile Biopharma Investments III, L.P. – 5.7%**

	(i)	Sole power to vote or to direct the vote:

		0

	(ii)	Shared power to vote or to direct the vote:

		4,238,312*

	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(iv)	Shared power to dispose or to direct the disposition of:

		4,238,312*

    Number of shares as to which Jeremy C. Green has:

	(i)	Sole power to vote or to direct the vote:

		0

	(ii)	Shared power to vote or to direct the vote:

		4,238,312*

	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(iv)	Shared power to dispose or to direct the disposition of:

		4,238,312*

    Number of shares as to which Redmile Biopharma Investments III, L.P. has:

	(i)	Sole power to vote or to direct the vote:

		0

	(ii)	Shared power to vote or to direct the vote:

		2,523,397

	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(iv)	Shared power to dispose or to direct the disposition of:

		2,523,397

	*	Redmile’s and Jeremy C. Green’s beneficial ownership of the Issuer’s Common Stock is comprised of 4,238,312 shares of Common Stock owned by certain private investment vehicles and/or sub-advised accounts managed by Redmile, including Redmile Biopharma Investments III, L.P. The reported shares may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

	**	Percentage based on 43,991,980 shares of Common Stock outstanding as of November 2, 2023, as reported by the Issuer in the Form 10-Q.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

See the response to Item 4.

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 17, 2023

	Redmile Group, LLC


	By:	/s/ Jeremy C. Green
		Name: Jeremy C. Green Title: Managing Member

		/s/ Jeremy C. Green
		Jeremy C. Green


	Redmile Biopharma Investments III, L.P. By: Redmile Biopharma Investments III (GP), LLC, its general partner
	By:	/s/ Jeremy C. Green
		Name: Jeremy C. Green Title: Managing Member

SEC Form SC 13G filed by REGENXBIO Inc.